REQUEST FOR PROPOSALS (RFP NO. ) FOR THE …finance.kar.nic.in/trans/kc-2.pdf · annexure ii k/c -...

Annexure II K/C - 2

GOVERNMENT OF KARANATAKA

REQUEST FOR PROPOSALS (RFP NO. )

FOR THE CONSULTANCY ASSIGNMENT

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(Name of the assignment)

……………………………………………… (Name of Organization)

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(Address)

Telephone: Fax:

K/C – 2 Firm/Org/NGOQCBS-Time Based/ More than Rs.10 lakhs

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CONTENTS

SECTION DESCRIPTION PAGE NO.

Section I Letter of Invitation 3

Section II Information to Consultants (ITC) 4

Data Sheet – Information to Consultants 10

Section III Technical Proposal – Standard Forms 13

Section IV Financial Proposal – Standard Forms 23

Section V Terms of Reference 29

Section VI Contract for Consultant’s Services 30

I Form of Contract 33

II General Conditions of Contract 35

III Special Conditions of Contract 46

IV Appendices 51

K/C – 2 Firm/Org/NGO QCBS – Time Based/ More than Rs.10 lakhs

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SECTION 1. LETTER OF INVITATION

[Location and Date] Dear [Name of Consultant]: 1. [Name of Client] invites Proposals to provide the following Consulting Services: [Short description of

objectives and scope of the assignment]. More details on the Services are provided in the attached Terms of Reference.

2. The RFP has been addressed to the following shortlisted consultants: 1. [List of Shortlisted Consultants] 2. 3. 4. 5. 6. 3. A Consultant will be selected under Quality-and Cost-Based Selection (QCBS) and procedures described

in this RFP. 4. The RFP includes the following documents: Section 1 - Letter of Invitation Section 2 - Information to Consultants Section 3 - Technical Proposal - Standard Forms Section 4 - Financial Proposal - Standard Forms Section 5 - Terms of Reference Section 6 - Standard Form of Contract. 6. Please inform us, upon receipt:

- That you received the letter of invitation; and - Whether you will submit a proposal alone or in association with other entity as Joint Venture with

joint and several responsibilities. Yours sincerely, [Signature, name, and ...position of Client’s representative]


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SECTION 2. INFORMATION TO CONSULTANTS1

1. INTRODUCTION 1.1 The Client named in the “Data Sheet” will select a consultant among those listed in the Letter of Invitation,

in accordance with the method of selection indicated in the Data Sheet. 1.2 The consultants are invited to submit a Technical Proposal and a Financial Proposal, as specified in the

Data Sheet (the Proposal) for consulting services required for the Assignment named in the Data Sheet. The Proposal will be the basis for contract negotiations and ultimately for a signed contract with the selected Consultant.

1.3 The Assignment shall be implemented in accordance with the phasing indicated in the Data Sheet. When

the Assignment includes several phases, the performance of the Consultant under each phase must be to the Client’s satisfaction before work begins on the next phase.

1.4 The consultants must familiarize themselves with local conditions and take them into account in preparing

their Proposals. To obtain first-hand information on the assignment and on the local conditions, consultants are encouraged to pay a visit to the Client before submitting a Proposal, and to attend a pre-proposal conference if one is specified in the Data Sheet. Attending the pre-proposal conference is optional. The Consultant’s representative should contact the officials named in the Data Sheet to arrange for their visit or to obtain additional information on the pre-proposal conference. Consultants should ensure that these officials are advised of the visit in adequate time to allow them to make appropriate arrangements.

1.5 The Client will provide the inputs specified in the Data Sheet, assist the Consultant in obtaining licenses

and permits needed to carry out the services, and make available relevant project data and reports. 1.6 Please note that (i) the costs of preparing the proposal and of negotiating the contract, including a visit to

the Client, are not reimbursable as a direct cost of the assignment; and (ii) the Client is not bound to accept any of the Proposals submitted.

1.7 Government of Karnataka (GOK) expects consultants to provide professional, objective, and impartial

advice and at all times hold the Client’s interests paramount, without any consideration for future work, and strictly avoid conflicts with other assignments or their own corporate interests. Consultants shall not be hired for any assignment that would be in conflict with their prior or current obligations to other clients, or that may place them in a position of not being able to carry out the assignment in the best interest of the Client.

1.7.1 Without limitation on the generality of this rule, consultants shall not be hired under the

circumstances set forth below:

(a) A firm which has been engaged by the Client to provide goods or works for a project, and any of their affiliates, shall be disqualified from providing consulting services for the same project. Conversely, firms hired to provide consulting services for the preparation or implementation of a project, and any of their affiliates, shall be disqualified from subsequently providing goods or works or services related to the initial assignment (other than a continuation of the firm’s earlier consulting services) for the same project.

1 This Information to Consultants section shall not be modified. Any necessary changes, to address specific

project issues, shall be introduced only through the Data Sheet (e.g., by adding new clauses). Likewise, modifications to the standard Form of Contract should be made only by including clauses outlining the Special Conditions and not by introducing changes in the wording of the General Conditions.


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(b) Consultants or any of their affiliates shall not be hired for any assignment which, by its nature, may be in conflict with another assignment of the consultants.

1.7.2 As pointed out in para. 1.7.1 (a) above, consultants may be hired for downstream work, when

continuity is essential, in which case this possibility shall be indicated in the Data Sheet and the factors used for the selection of the consultant should take the likelihood of continuation into account. It will be the exclusive decision of the Client whether or not to have the downstream assignment carried out, and if it is carried out, which consultant will be hired for the purpose.

1.8 It is GOK’s policy to require that consultants observe the highest standard of ethics during the execution of

such contracts. In pursuance of this policy, the GOK: (a) defines, for the purposes of this provision, the terms set forth below as follows:

(i) “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value to influence the action of a public official in the selection process or in contract execution; and

(ii) “fraudulent practice” means a misrepresentation of facts in order to influence a selection process or the execution of a contract to the detriment of GOK, and includes collusive practices among consultants (prior to or after submission of proposals) designed to establish prices at artificial, noncompetitive levels and to deprive GOK of the benefits of free and open competition.

(b) will reject a proposal for award if it determines that the firm recommended for award has engaged

in corrupt or fraudulent activities in competing for the contract in question;

(d) will declare a firm ineligible, either indefinitely or for a stated period of time, to be awarded GOK-financed contract if it at any time determines that the firm has engaged in corrupt or fraudulent practices in competing for, or in executing, a GOK-financed contract; and

(e) will have the right to require that, GOK to inspect consultant’s accounts and records relating to

the performance of the contract and to have them audited by auditors appointed by GOK. 1.9 Consultants shall not be under a declaration of ineligibility for corrupt and fraudulent practices issued by

GOK in accordance with the above sub para 1.8 (d). 1.10 Consultants shall be aware of the provisions on fraud and corruption stated in the standard contract under

the clauses indicated in the Data Sheet.

2. CLARIFICATION AND AMENDMENT OF RFP DOCUMENTS 2.1 Consultants may request a clarification of any item of the RFP document up to the number of days

indicated in the Data Sheet before the Proposal submission date. Any request for clarification must be sent in writing by paper mail, cable, telex, facsimile, or electronic mail to the Client’s address indicated in the Data Sheet. The Client will respond by cable, telex, facsimile, or electronic mail to such requests and will send copies of the response (including an explanation of the query but without identifying the source of inquiry) to all invited consultants who intend to submit proposals.

2.2 At any time before the submission of Proposals, the Client may, for any reason, whether at its own

initiative or in response to a clarification requested by an invited consultant, modify the RFP documents by amendment. Any amendment shall be issued in writing through addenda. Addenda shall be sent by mail, cable, telex, facsimile, or electronic mail to all invited consultants and will be binding on them. The Client may at its discretion extend the deadline for the submission of Proposals.


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3. PREPARATION OF PROPOSAL 3.1 Consultants are requested to submit a Proposal (para 1.2) written in the language(s) specified in the Data

Sheet.

Technical Proposal 3.2 In preparing the Technical Proposal, consultants are expected to examine the documents comprising this

RFP in detail. Material deficiencies in providing the information requested may result in rejection of a Proposal.

3.3 While preparing the Technical Proposal, consultants must give particular attention to the following:

(i) If a consultant considers that it does not have all the expertise for the Assignment, it may obtain a full range of expertise by associating with individual consultant(s) and/or other consultants or entities in a joint venture or sub-consultancy, as appropriate. Consultants may associate with the other consultants invited for this Assignment only with approval of the Client as indicated in the Data Sheet. Consultants must obtain the approval of the client to enter into a Joint Venture with consultants not invited for this assignment.

(ii) For assignments on a staff-time basis, the estimated number of key professional staff-months is

given in the Data Sheet. The proposal shall, however, be based on the number of key professional staff-months estimated by the consultant.

(iii) It is desirable that the majority of the key professional staff proposed be permanent employees of

the Consultant or have an extended and stable working relation with it. (iv) Proposed key professional staff must at a minimum have the experience indicated in the Data

Sheet. (v) Alternative key professional staff shall not be proposed, and only one curriculum vitae (CV) may

be submitted for each position. (vi) Reports to be issued by the consultants as part of this assignment must be in the language(s)

specified in the Data Sheet. It is desirable that the firm’s personnel have a working knowledge of the Client’s official language.

3.4 The Technical Proposal should provide the following information using the attached Standard Forms

(Section 3):

(i) A brief description of the consultant’s organization and an outline of recent experience on assignments (Section 3B) of a similar nature. For each assignment, the outline should indicate, inter alia, the profiles and names of the staff provided, duration of the assignment, contract amount, and Consultant’s involvement.

(ii) Any comments or suggestions on the Terms of Reference and on the data, a list of services, and

facilities to be provided by the Client (Section 3C). (iii) A description of the methodology and work plan for performing the assignment (Section 3D). (iv) The list of the proposed staff team by speciality, the tasks that would be assigned to each staff

team member, and their timing (Section 3E). (v) CVs recently signed by the proposed key professional staff and the authorized representative

submitting the proposal (Section 3F). Key information should include number of years working


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for the firm/entity, and degree of responsibility held in various assignments during the last ten (10) years.

(vi) Estimates of the total staff effort (professional and support staff; staff time) to be provided to carry

out the assignment, supported by bar chart diagrams showing the time proposed for each key professional staff team member. (Sections 3E and 3G).

(vii) A detailed description of the proposed methodology, staffing, and monitoring of training, if the

Data Sheet specifies training as a major component of the assignment.

(viii) Any additional information requested in the Data Sheet. 3.5 The Technical Proposal shall not include any financial information.

Financial Proposal 3.6 In preparing the Financial Proposal, consultants are expected to take into account the requirements and

conditions of the RFP documents. The Financial Proposal should follow Standard Forms (Section 4). It lists all costs associated with the Assignment, including (a) remuneration for staff , and (b) reimbursables such as subsistence (per diem, housing), transportation (national and local, for mobilization and demobilization), services and equipment (vehicles, office equipment, furniture, and supplies), office rent, insurance, printing of documents, surveys; and training, if it is a major component of the assignment. If appropriate, these costs should be broken down by activity.

3.7 Consultants shall express the price of their services in Indian Rupees. 3.8 The Data Sheet indicates how long the proposals must remain valid after the submission date. During this

period, the consultant is expected to keep available the key professional staff proposed for the assignment. The Client will make its best effort to complete negotiations within this period. If the Client wishes to extend the validity period of the proposals, the consultants who do not agree have the right not to extend the validity of their proposals.

4. SUBMISSION, RECEIPT, AND OPENING OF PROPOSALS

4.1 The original Proposal (Technical Proposal and Financial Proposal; see para 1.2) shall be prepared in

indelible ink. It shall contain no inter-lineation or overwriting, except as necessary to correct errors made by the firm itself. Any such corrections must be initialed by the person or persons who sign(s) the Proposals.

4.2 An authorized representative of the Consultant initials all pages of the Proposal. The representative’s

authorization is confirmed by a written power of attorney accompanying the Proposal. 4.3 For each Proposal, the Consultant should prepare the number of copies indicated in the Data Sheet. Each

Technical Proposal and Financial Proposal should be marked “Original” or “Copy” as appropriate. If there are any discrepancies between the original and the copies of the Proposal, the original governs.

4.4 The original and all copies of the Technical Proposal shall be placed in a sealed envelope clearly marked

“Technical Proposal,” and the original and all copies of the Financial Proposal in a sealed envelope clearly marked “Financial Proposal” and warning: “Do Not Open with the Technical Proposal.” Both envelopes shall be placed into an outer envelope and sealed. This outer envelope shall bear the submission address and other information indicated in the Data Sheet and clearly marked, “DO NOT OPEN, EXCEPT IN PRESENCE OF THE EVALUATION COMMITTEE.”


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4.5 The completed Technical and Financial Proposal must be delivered at the submission address on or before the time and date stated in the Data Sheet. Any Proposal received after the closing time for submission of proposals shall be returned unopened.

4.6 After the deadline for submission of proposals the Technical Proposal shall be opened immediately by the

evaluation committee. The Financial Proposal shall remain sealed and deposited with the Client until all submitted proposals are opened publicly.

5. PROPOSAL EVALUATION

General 5.1 From the time the proposals are opened to the time the contract is awarded, if any consultant wishes to

contact the Client on any matter related to its proposal, it should do so in writing at the address indicated in the Data Sheet. Any effort by the Consultant to influence the Client in the Client’s proposal evaluation, proposal comparison or contract award decisions may result in the rejection of the consultant’s proposal.

5.2 Evaluators of Technical Proposals shall have no access to the Financial Proposals until the technical

evaluation, including its approval by competent authority is obtained

Evaluation of Technical Proposals 5.3 The evaluation committee appointed by the Client as a whole, and each of its members individually,

evaluates the proposals on the basis of their responsiveness to the Terms of Reference, applying the evaluation criteria, sub-criteria (typically not more than three per criteria) and point system specified in the Data Sheet. Each responsive proposal will be given a technical score (St). A proposal shall be rejected at this stage if it does not respond to important aspects of the Terms of Reference or if it fails to achieve the minimum technical score indicated in the Data Sheet.

Public Opening and Evaluation of Financial Proposals; Ranking 5.4 After the evaluation of quality is completed, the Client shall notify those consultants whose proposals did

not meet the minimum qualifying mark or were considered non-responsive to the RFP and Terms of Reference, indicating that their Financial Proposals will be returned unopened after completing the selection process. The Client shall simultaneously notify the consultants that have secured the minimum qualifying mark, indicating the date and time set for opening the Financial Proposals. The opening date shall not be sooner than one week after the notification date. The notification may be sent by registered letter, cable, telex, facsimile, or electronic mail.

5.5 The Financial Proposals shall be opened publicly in the presence of the consultants’ representatives who

choose to attend. The name of the Consultant, the quality scores, and the proposed prices shall be read aloud and recorded when the Financial Proposals are opened. The Client shall prepare minutes of the public opening.

5.6 The evaluation committee will determine whether the Financial Proposals are complete, (i.e., whether they

have costed all items of the corresponding Technical Proposals, if not, the Client will cost them and add their cost to the initial price), correct any computational errors.

5.7 The lowest Financial Proposal (Fm) will be given a financial score (Sf) of 100 points. The financial scores

(Sf) of the other Financial Proposals will be computed as indicated in the Data Sheet. Proposals will be ranked according to their combined technical (St) and financial (Sf) scores using the weights (T = the weight given to the Technical Proposal; P = the weight given to the Financial Proposal; T + P = 1) indicated in the Data Sheet: S St T Sf P= × + ×% % . The Consultant achieving the highest combined technical/ financial score will be invited for negotiations.


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6. NEGOTIATIONS 6.1 Negotiations will be held at the address indicated in the Data Sheet. The aim is to reach agreement on all

points and sign a contract. 6.2 Negotiations will include a discussion of the Technical Proposal, the proposed methodology (work plan),

staffing and any suggestions made by the firm to improve the Terms of Reference. The Client and Consultant will then work out final Terms of Reference, staffing, and bar charts indicating activities, staff, periods in the field and in the home office, staff-months, logistics, and reporting. The agreed work plan and final Terms of Reference will then be incorporated in the “Description of Services” and form part of the contract. Special attention will be paid to getting the most the firm can offer within the available budget and to clearly defining the inputs required from the Client to ensure satisfactory implementation of the Assignment.

6.3 Unless there are exceptional reasons, the financial negotiations will involve neither the remuneration rates

for staff (no breakdown of fees) nor other proposed unit rates. 6.4 Having selected the Consultant on the basis of, among other things, an evaluation of proposed key

professional staff, the Client expects to negotiate a contract on the basis of the experts named in the Proposal. Before contract negotiations, the Client will require assurances that the experts will be actually available. The Client will not consider substitutions during contract negotiations unless both parties agree that undue delay in the selection process makes such substitution unavoidable or that such changes are critical to meet the objectives of the assignment. If this is not the case and if it is established that key staff was offered in the proposal without confirming their availability, the consultant may be disqualified.

6.5 The negotiations will conclude with a review of the draft form of the contract. To complete negotiations

the Client and the Consultant will initial the agreed contract. If negotiations fail, the Client will invite the Consultant whose proposal received the second highest score to negotiate a contract.

7. AWARD OF CONTRACT

7.1 The contract will be awarded following negotiations. After negotiations are completed, the Client will

promptly notify other consultants on the shortlist that they were unsuccessful and return the Financial Proposals of those consultants who did not pass the technical evaluation (para 5.3)

7.2 The Consultant is expected to commence the Assignment on the date and at the location specified in the

Data Sheet.

8. CONFIDENTIALITY 8.1 Information relating to evaluation of proposals and recommendations concerning awards shall not be

disclosed to the consultants who submitted the proposals or to other persons not officially concerned with the process, until the winning firm has been notified that it has been awarded the contract.


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DATA SHEET

Information to Consultants Clause Reference

1.1 The name of the Client is: The method of selection is: Quality-and Cost-Based Selection (QCBS)

1.2

A technical and a Financial Proposals are requested: Yes ... No... The name, objectives and description of the Assignment are:

1.3 The Assignment is phased: Yes _______ No_______ [If yes, indicate the phasing]

1.4 A pre-proposal conference will be held: Yes ___ No ___ [If yes, indicate date, time and venue] The name(s), address(es), and telephone/numbers of the Client’s Official(s) are:

1.5 The Client will provide the following inputs:


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1.7.2 The Client envisages the need for continuity for downstream work: Yes ___ No ___ [If yes, outline in the Terms of Reference the scope, nature, and timing of future work and indicate here the manner in which this information will be factored in the evaluation]

1.11 The clauses on fraud and corruption in the contract are Sub-Clause 2.7.1 of G.C.C.

2.1 Clarifications may be requested upto one day prior to pre-proposal conference/or ___ [Insert number] days before the submission date. (Choose one option) The address for requesting clarifications is: Telex:________________________ Facsimile:

3.1 Proposals should be submitted in the following language(s): English

3.3 (i) Shortlisted Consultant may associate with other shortlisted Consultant: Yes ___ No ___ (ii) The estimated number of key professional staff months required for the assignment

is: (iv) The minimum required experience of proposed key professional staff is: [Position, number of years of professional experience, specific expertise]

(vi) Reports which are part of the assignment must be written in the following language:

English

3.4 (vii) Training is an important feature of this Assignment: Yes___No ___ [If yes provide appropriate information] (viii) Additional Information in the Technical Proposal includes:

3.10

Proposals must remain valid 90 days after the submission date i.e. until: ____________________________________________________

4.3 Consultants must submit an original and ____ [Number] additional copies of each proposal.

4.4 The proposal submission address is:The information on the outer envelope should also include:

4.5 Proposals must be submitted no later than the following date and time:

5.1

The address to send information to the Client is:

5.3 The number of points to be given under each of the evaluation criteria are:


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Points (i) Specific experience of the consultants related to the Assignment 5 (Insert Subcriteria – not more than 3) (ii) Adequacy of the proposed work plan and methodology in responding to the TOR 20 to 25 (Insert Subcriteria – not more than 3) (iii) Qualifications and competence of the key professional staff for the Assignment 55 to 65 (Insert weightages for various key staff) (iv) Suitability of the transfer of knowledge program (training) 10 (Insert Subcriteria – not more than 3) Total Points: 100 The number of points to be given for qualifications and competence of the key professional staff for the assignment are: Points

(i) General qualifications 30 (Insert Subcriteria – not more than 3) (ii) Adequacy for the project 60 (Insert Subcriteria – not more than 3)

(iii) Experience in region & language 10 (Insert Subcriteria – not more than 3)

Total Points: 100 The minimum technical score required to pass is : 75 Points

5.8 The formula for determining the financial scores is the following: [Sf = 100 x Fm/F, in which Sf is the financial score, Fm is the lowest price, and F the price of the proposal under consideration] The weights given to the technical and Financial Proposals are: T= 0.75,1 and P= 0.25

6.1

The address for negotiations is:

7.2 The Assignment is expected to commence on [Month, Year] at [Location]:

Sincerely,

[Name of Client]

1 The percentage could be changed depending on the nature of the assignment.


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SECTION 3. TECHNICAL PROPOSAL - STANDARD FORMS

3A. Technical Proposal submission form. 3B. Consultant’s references. 3C. Comments and suggestions on the Terms of Reference and on data services, and facilities

to be provided by the Client. 3D. Description of the methodology and work plan for performing the assignment. 3E. Team composition and task assignments. 3F. Format of Curriculum Vitae of proposed key professional staff. 3G. Time schedule for professional personnel.

3H. Activity (work) schedule.


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3A. TECHNICAL PROPOSAL SUBMISSION FORM

[Location, Date] FROM: (Name of Consultant) TO: (Name and Address of Client)

______________________ ______________________________

______________________ ______________________________

______________________ ______________________________

Ladies/Gentlemen: Subject: Hiring of Consultancy Service for ----------------------------

-----------------------------------------------Technical Proposal.

We, the undersigned, offer to provide the consulting services for the above in accordance with your Request for Proposal dated [Date], and our Proposal. We are hereby submitting our Proposal which includes this Technical Proposal, and a Financial Proposal sealed under a separate envelope. If negotiations are held during the period of validity of the Proposal, i.e., before [Date] we undertake to negotiate on the basis of the proposed staff. Our Proposal is binding upon us and subject to the modifications resulting from contract negotiations.

We understand you are not bound to accept any Proposal you receive. We remain,

Yours sincerely,

Authorized Signature: Name and Title of Signatory:

Name of Consultant: Address:


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3B. CONSULTANT’S REFERENCES

Relevant Services Carried Out in the Last Five Years That Best Illustrate Qualifications

Using the format below, provide information on each reference assignment for which your firm/entity, either individually as a corporate entity or as one of the major companies within an association, was legally contracted.

Assignment Name:

Country:

Location within Country:

Key professional staff Provided by Your Firm/entity(profiles):

Name of Client:

No. of Staff:

Address:

No. of Staff-Months; duration of assignment:

Start Date (Month/Year):

Completion Date (Month/Year): Approx. Value of Services (Rs.M):

Name of Associated Consultants, if any:

No. of Months of Key professional staff, provided by Associated Consultants:

Name of Senior Staff (Project Director/Coordinator, Team Leader) involved and functions performed: Narrative Description of Project: Description of Actual Services Provided by Your Staff:

Consultant’s Name:


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3C. COMMENTS AND SUGGESTIONS OF CONSULTANTS ON THE TERMS OF REFERENCE AND ON DATA, SERVICES, AND FACILITIES TO BE PROVIDED BY THE CLIENT

On the Terms of Reference: 1. 2. 3. 4. 5. On the data, services, and facilities to be provided by the Client 1. 2. 3. 4. 5.


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CONSULTANT’S NAME:

3D. DESCRIPTION OF THE METHODOLOGY AND WORK PLAN

FOR PERFORMING THE ASSIGNMENT


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3E. TEAM COMPOSITION AND TASK ASSIGNMENTS

1. Technical/ Managerial Staff

Sl. No. Name Position Task

1.

2.

3.

4.

..

..

2. Support Staff

Sl. No. Name Position Task

1.

2.

3.

4.

..

..


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3F. FORMAT OF CURRICULUM VITAE (CV) FOR PROPOSED KEY PROFESSIONAL STAFF

Proposed Position: Name of Consultant: Name of Staff: Profession: Date of Birth: Years with Firm/Entity: Nationality: Membership in Professional Societies: Detailed Tasks Assigned: Key Qualifications: [Give an outline of staff member’s experience and training most pertinent to tasks on assignment. Describe degree of responsibility held by staff member on relevant previous assignments and give dates and locations. Use about half a page.] Education: [Summarize college/university and other specialized education of staff member, giving names of schools, dates attended, and degrees obtained. Use about one quarter of a page.] Employment Record: [Starting with present position, list in reverse order every employment held. List all positions held by staff member since graduation, giving dates, names of employing organizations, titles of positions held, and locations of assignments. For experience in last ten years, also give types of activities performed and client references, where appropriate. Use about two pages.]


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Languages: [For each language indicate proficiency: excellent, good, fair, or poor; in speaking, reading, and writing ] Certification: I, the undersigned, certify that to the best of my knowledge and belief, these data correctly describe me, my qualifications, and my experience. Date: [Signature of staff member and authorized representative of the Consultant] Day/Month/Year Full name of staff member:______________________________________ Full name of authorized representative: ___________________________


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3G. TIME SCHEDULE FOR PROFESSIONAL PERSONNEL

Months (in the form of a Bar Chart)*

Sl. No. Name Position Reports Due/Activities 1 2 3 4 5 6 7 8 9 10 11 12 Number ofMonths

1.

Subtotal (1)

2.

Subtotal (2)

3.

Subtotal (3)

4.

Subtotal (4)

Full-time: Part-time: Reports Due: Activities Duration:

Signature: * The Schedule should be for the period of completion of assignment (Authorized Representative)

Full Name:

Title:

Address:


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3H. ACTIVITY (WORK) SCHEDULE

A. Field Investigation and Study Items: Monthwise Program (in form of Bar Chart) ++

[1st, 2nd, etc. are months from the start of assignment]

Sl. No.

Item of Activity (Work)

1st

2nd

3rd

4th

5th

6th

7th

8th

9th

10th

11th

12th

_______________

_______________ _______________ _______________ _______________

++ The Program should be for the period of completion of assignment. B. Completion and Submission of Reports Reports: * Programme: (Date)

1. Inception Report

2. Interim Progress Report

(a) First Status Report (b) Second Status Report

3. Draft Report

4. Final Report

* Modify as required for the Assignment.


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SECTION 4. FINANCIAL PROPOSAL - STANDARD FORMS

4A. Financial Proposal submission form. 4B. Summary of costs. 4C. Breakdown of costs.


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4A. FINANCIAL PROPOSAL SUBMISSION FORM [Location, Date]

FROM: (Name of Consultant) TO: (Name and Address of Client)

______________________ ______________________________

______________________ ______________________________

Ladies/Gentlemen: Subject: Hiring of Consultants’ Services for -----------------------------

-------------------------------------------------- Financial Proposal.

We, the undersigned, offer to provide the consulting services for the above in accordance with your Request for Proposal dated [Date], and our Proposal (technical and Financial Proposals). Our attached financial proposal is for the sum of [Amount in words and figures]. Our financial proposal shall be binding upon us subject to the modifications resulting from contract negotiations, up to expiration of the validity period of the Proposal, i.e., [Date]. We undertake that, in competing for (and, if the award is made to us, in executing) the above contract, we will strictly observe the laws against fraud and corruption in force in India namely “Prevention of Corruption Act 1988”. We understand you are not bound to accept any Proposal you receive. We remain,

Yours sincerely,

Authorized Signature: Name and Title of Signatory:

Name of the Consultant: Address:


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4B. SUMMARY OF COSTS

No.

Description @ Amount (Rupees)

I II III IV V VI VII VIII IX

Remuneration for Key professional staff Supporting Staff Transportation Duty Travel to Site Office Rent Office Supplies, Utilities and Communication Office Furniture and Equipment Reports and Document Printing Surveys

TOTAL COST Consultancy Services Tax TOTAL COSTS (Including Service Tax)

Note: The ceiling cost of the consultancy is as shown in the Summary of Costs. Payments will be made as per stipulations of the Special Conditions of Contract. The break-up of cost as given in formats 4C is to facilitate assessment of reasonableness of costs and conducting negotiations in accordance with clause 6 of the Information to Consultants. @ Modify the items as appropriate for the consultancy assignment.


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4C. BREAKDOWN OF COSTS (RS)

I REMUNERATION FOR STAFF

No.

Position

Name

Rate* (Rs.) **

SM

Amount (Rs)

Key professional staff

1. 2. 3. 4. 5. 6. Sub-Total

Sub-Key professional staff

1. 2. 3. 4. 5. 6. Sub-Total

TOTAL

SM = Staff Month II. Support Staff

No. Position Name Staff Months Billing Rate*

( Rs) ** Amount( Rs )

1 2 3 4

Total :

* The rates should not include any adjustment for inflation which will be separately paid for in accordance with Clause 6.2 (a) of S.C.C, wherever applicable.

** Provide the break up of the rates to show the basic salary, social costs and overhead.


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III Transportation (Reimbursable) *

Total: IV. Duty Travel to Site (Reimbursable)* Total: V Office Rent (Reimbursable) *

Total:

*Prepare details as appropriate for the consultancy assignment.

VI. Office Supplies, Utilities and Communication (Reimbursable)

No.

Item*

Months

Monthly Rate (Rs)

Amount in

(Rs) 1. 2. 3. 4.

TOTAL : ---------------------------- * Prepare details as appropriate for the consultancy assignment.


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VII. Office Furniture and Equipment (Reimbursable) No. Description(*) Unit Quantity Rate

( ) Amount

( ) 1 2 3 4 5 6 1 2 3 4 5 6

Office Furniture (Purchase)

Office Equipment (Purchase)*

Total

* Prepare details as appropriate for the consultancy assignment

VIII. Reports and Document Printing

No. Description* Number No. of Copies

Rate per

Copy ( Rs.)

Amount ( Rs. )

1 2 3 4 5

Total

IX. Topographical Surveys (if any)* _____________________________ • Prepare details as appropriate for the consultancy assignment


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SECTION 5. TERMS OF REFERENCE

Terms of Reference should normally contain the following sections:

1. BACKGROUND 2. A CONCISE STATEMENT OF OBJECTIVES 3. AN OUTLINE OF THE TASKS TO BE CARRIED OUT 4. SCHEDULE FOR COMPLETION OF TASKS 5. DATA, SERVICES AND FACILITIES TO BE PROVIDED BY THE CLIENT 6. FINAL OUTPUTS (i.e., REPORTS, DRAWINGS, etc.) THAT WILL BE REQUIRED OF THE

CONSULTANT 7. COMPOSITION OF REVIEW COMMITTEE TO MONITOR CONSULTANTS WORK 8. PROCEDURE FOR REVIEW OF PROGRESS REPORTS, INCEPTION, STATUS, FINAL DRAFT

AND FINAL REPORTS 9. LIST OF KEY PROFESSIONAL POSITIONS WHOSE CV AND EXPERIENCE WOULD BE

EVALUATED. (This should be same as indicated in Clause 3.3 (iv) of Data Sheet to Information to Consultants.)


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SECTION VI: CONTRACT FOR CONSULTANT’S SERVICES

between

____________________________

[Name of Client]

and

____________________________

[Name of Consultants]

Dated :


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CONTENTS Page No. I. FORM OF CONTRACT ........................................................................... 33 II. GENERAL CONDITIONS OF CONTRACT ........................................... 35 1. General Provisions .............................................................................. 35 1.1 Definitions ......................................................................... 35 1.2 Law Governing the Contract ............................................. 36 1.3 Language ........................................................................... 36 1.4 Notices .............................................................................. 36 1.5 Location ............................................................................ 36 1.6 Authorized Representatives .............................................. 36 1.7 Taxes and Duties .............................................................. 36 2. Commencement, Completion, Modification, and Termination of Contract ...................................................................................... 36 2.1 Effectiveness of Contract ................................................. 36 2.2 Commencement of Services ............................................ 36 2.3 Expiration of Contract ..................................................... 36 2.4 Modification .................................................................... 37 2.5 Force Majeure ................................................................. 37 2.5.1 Definition .......................................................... 37 2.5.2 No Breach of Contract ...................................... 2.5.3 Extension of Time ............................................ 37 2.5.4 Payments .......................................................... 2.6 Suspension ...................................................................... 37 2.7 Termination ...................................................................... 37 2.7.1 By the Client ...................................................... 37 2.7.2 By the Consultants ............................................. 38 2.7.3 Cessation of Rights and Obligations .................. 38 2.7.4 Cessation of Services ......................................... 39 2.7.5 Payment upon Termination ................................ 39 2.7.6 Disputes about Events of Termination ............... 39 3. Obligations of the Consultants ....................................................... 39 3.1 General .............................................................................. 39 3.2 Conflict of Interests ............................................................ 39 3.2.1 Consultants not to Benefit from Commissions, Discounts, etc. .................... 39 3.2.2 Procurement Rules of Funding Agencies............... 40 3.2.3 Consultants and Affiliates Not to Engage in certain Activities ................................... 40 3.2.4 Prohibition of Conflicting Activities ..................... 40 3.3 Confidentiality ...................................................................... 40


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3.4 Insurance to Be Taken out by the Consultants ..................... 40 3.5 Accounting, Inspection and Auditing ................................... 40 3.6 Consultant’s Actions requiring Client’s prior Approval....... 41 3.7 Reporting Obligations .......................................................... 41 3.8 Documents prepared by the Consultants to Be the Property of the Client ............................................ 41 3.9 Equipments and Materials Furnished by the Client ............. 41 4. Consultants’ Personnel and Sub-consultants ....................................... 41 4.1 General ................................................................................. 41 4.2 Description of Personnel ...................................................... 41 4.3 Approval of Personnel .......................................................... 42 4.4 Working Hours, Overtime, Leave etc.................................... 42 4.5 Removal and /or Replacement of Personnel ......................... 42 4.6 Resident Project Manager ..................................................... 43 5. Obligations of the Client ........................................................................45 5.1 Assistance and Exemptions ...................................................... 43 5.2 Access to Land ......................................................................... 43 5.3 Services, Facilities and Property of the Client ......................... 43 5.4 Payment .................................................................................... 44 6. Payments to the Consultants ...................................................................46 6.1 Cost Estimates; Ceiling Amount ...............................................` 44 6.2 Remuneration and Reimbursable Expenditures ....................... 44 6.3 Currency of Payment ................................................................. 44 6.4 Mode of Billing and Payment .................................................... 44 7. Settlement of Disputes ..............................................................................48 7.1 Amicable Settlement .................................................................. 45 7.2 Dispute Settlement ...................................................................... 45

III. SPECIAL CONDITIONS OF CONTRACT 46

IV APPENDICES Appendix A — Description of the Services ............................................... 51 Appendix B — Reporting Requirements .................................................... 51 Appendix C — Key Personnel and Sub-consultants .................................... 51 Appendix D — Duties of the Client ........................................................... 51 Appendix E — Cost Estimates .................................………………. 51 Appendix F — Form of Bank Guarantee for Advance Payments ............ 52


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I. FORM OF CONTRACT This CONTRACT (hereinafter called the "Contract") is made the _________ day of the month of ______________, 200_____, between, on the one hand, _______________(hereinafter called the "Client") and, on the other hand, _______________(hereinafter called the "Consultants"). [Note∗: If the Consultants consist of more than one entity, the above should be partially amended to read as follows: “...(hereinafter called the "Client") and, on the other hand, a joint venture consisting of the following entities, each of which will be jointly and severally liable to the Client for all the Consultants' obligations under this Contract, namely, ________________ and _______________________ (hereinafter called the "Consultants.")”]. WHEREAS (a) the Client has requested the Consultants to provide certain consulting services as defined in the

General Conditions of Contract attached to this Contract (hereinafter called the "Services"); (b) the Consultants, having represented to the Client that they have the required professional skills, and

personnel and technical resources, have agreed to provide the Services on the terms and conditions set forth in this Contract; and

NOW THEREFORE the parties hereto hereby agree as follows: 1. The following documents attached hereto shall be deemed to form an integral part of this Contract: (a) The General Conditions of Contract (hereinafter called "GC"); (b) The Special Conditions of contract (hereinafter called "SC"); (c) The following Appendices: Appendix A: Description of the Services _______________ Appendix B: Reporting Requirements _______________ Appendix C: Key Personnel and Sub-consultants _______________ Appendix D: Duties of the Client _______________ Appendix E: Cost Estimates _______________ Appendix F: Form of Guarantee for Advance Payments _______________ [Note: If any of these Appendices are not used, the words "Not Used" should be inserted below

next to the title of the Appendix on the sheet attached hereto carrying the title of that Appendix.]. 2. The mutual rights and obligations of the Client and the Consultants shall be as set forth in the Contract; in

particular: (a) The Consultants shall carry out the Services in accordance with the provisions of the Contract;

and

(b) The Client shall make payments to the Consultants in accordance with the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written.

∗ All notes should be deleted in the final text


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FOR AND ON BEHALF OF [NAME OF THE CLIENT] By (Authorized Representative) FOR AND ON BEHALF OF [NAME OF THE CONSULTANTS] By (Authorized Representative) [Note: If the Consultants consist of more than one entity, all of these entities should appear as signatories, e.g., in the following manner:] FOR AND ON BEHALF OF EACH OF THE MEMBERS OF THE CONSULTANTS [Name of the Member] By (Authorized Representative) [Name of the Member] By (Authorized Representative) etc.


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II. GENERAL CONDITIONS OF CONTRACT 1. GENERAL PROVISIONS 1.1 Definitions Unless the context otherwise requires, the following terms whenever used in this Contract have the

following meanings: (a) "Applicable Law" means the laws and any other instruments having the force of law in India, as

they may be issued and in force from time to time; (b) "Contract" means the Contract signed by the Parties, to which these General Conditions of

Contract (GC) are attached, together with all the documents listed in Clause 1 of such signed Contract;

(c) “Effective Date” means the date on which this Contract comes into force and effect pursuant to

Clause GC 2.1 (d) “Contract Price” means the price to be paid for the performance of the Services, in accordance

with Clause 6; (e) "GC" means these General Conditions of Contract; (f) "Government" means the Government of Karnataka; (g) "Local currency" means Indian Rupeea; (h) "Member", in case the Consultants consist of a joint venture of more than one entity, means any of

these entities, and "Members" means all of these entities; ‘Member in Charge’ means the entity specified in the SC to act on their behalf in exercising all the Consultants’ rights and obligations towards the Client under this Contract.

(i) "Party" means the Client or the Consultants, as the case may be, and Parties means both of them;

(j) "Personnel" means persons hired by the Consultants or by any Sub-consultant as employees and assigned to the performance of the Services or any part thereof; and ‘key personnel’ means the personnel referred to in Clause GC4.2 (a)

(k) "SC" means the Special Conditions of Contract by which these General Conditions of Contract

may be amended or supplemented;

(l) "Services" means the work to be performed by the Consultants pursuant to this Contract as described in Appendix A; and

(m) "Sub-consultant" means any entity to which the Consultants subcontract any part of the Services

in accordance with the provisions of Clauses 3.5 and 4.

(n) ‘Third party” means any person or entity other than the Government, the Client, the Consultants, or a Sub-Consultant.


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1.2 Law Governing the Contract This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the

Applicable Law. 1.3 Language This Contract has been executed in English language, which shall be the binding and controlling language

for all matters relating to the meaning or interpretation of this Contract. 1.4 Notices Any notice, request or consent made pursuant to this Contract shall be in writing and shall be deemed to

have been made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram or facsimile to such Party at the address specified in the SC.

1.5 Location The Services shall be performed at such locations as are specified in Appendix A and, where the location

of a particular task is not so specified, at such locations, whether in Karnataka or elsewhere, as the Client may approve.

1.6 Authorized Representatives Any action required or permitted to be taken, and any document required or permitted to be executed,

under this Contract by the Client or the Consultants may be taken or executed by the officials specified in the SC.

1.7 Taxes and Duties The Consultants, Sub-consultants and their Personnel shall pay such taxes, duties, fees and other

impositions as may be levied under the Applicable Law, the amount of which is deemed to have been included in the Contract Price.

2. Commencement, Completion, Modification and termination of Contract 2.1 Effectiveness of Contract This Contract shall come into effect on the date the Contract is signed by both Parties or such other later

date as may be stated in the SC. 2.2 Commencement of Services The Consultants shall begin carrying out the Services within thirty (30) days after the date the Contract

becomes effective, or at such other date as may be specified in the SC. 2.3 Expiration of Contract Unless terminated earlier pursuant to Clause 2.7, this Contract shall terminate at the end of such time

period after the Effective Date as is specified in the SC.


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2.4 Modification Modification of the terms and conditions of this Contract, including any modification of the scope of the

Services or of the Contract Price, may only be made by written agreement between the Parties. 2.5 Force Majeure 2.5.1 Definition For the purposes of this Contract, "Force Majeure" means an event which is beyond the

reasonable control of a Party, and which makes a Party's performance of its obligations under the Contract impossible or so impractical as to be considered impossible under the circumstances.

2.5.2 No Breach of Contract The failure of a Party to fulfill any of its obligations under the contract shall not be considered to

be a breach of, or default under this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event (a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and (b) has informed the other Party as soon as possible about the occurrence of such an event.

2.5.3 Extension of Time Any period within which a Party shall, pursuant to this Contract, complete any action or task,

shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

2.5.4 Payments During the period of their inability to perform the Services as a result of an event of Force

Majeure, the Consultants shall be entitled to continue to be paid under the terms of this Contract, as well as to be reimbursed for additional costs reasonably and necessarily incurred by them during such period for the purposes of the Services and in reactivating the Service after the end of such period.

2.6 Suspension:

The Client may by written notice of suspension to the Consultants, suspend all payments to the Consultants hereunder if the Consultants fail to perform any of their obligations under this contract, including the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature of the failure, and (ii) shall request the Consultants to remedy such failure within a period not exceeding thirty (30) days after receipt by the Consultants of such notice of suspension.

2.7 Termination 2.7.1 By the Client The Client may terminate this Contract, by not less than thirty (30) days’ written notice of

termination to the Consultants, to be given after the occurrence of any of the events specified in paragraphs (a) through (d) of this Clause 2.7.1 and sixty (60) days’ in the case of the event referred to in (e):


38

(a) if the Consultants do not remedy a failure in the performance of their obligations under the Contract, within thirty (30) days of receipt after being notified or within such further period as the Client may have subsequently approved in writing;

(b) if the Consultants (or any of their Members) become insolvent or bankrupt; (c) if, as the result of Force Majeure, the Consultants are unable to perform a material portion

of the Services for a period of not less than sixty (60) days; or (d) if the consultant, in the judgment of the Client has engaged in corrupt or fraudulent

practices in competing for or in executing the Contract. For the purpose of this clause: “corrupt practice” means the offering, giving, receiving or soliciting of anything of value to

influence the action of a public official in the selection process or in contract execution. “fraudulent practice” means a misrepresentation of facts in order to influence a selection

process or the execution of a contract to the detriment of GOK, and includes collusive practice among consultants (prior to or after submission of proposals) designed to establish prices at artificial non-competitive levels and to deprive GOK of the benefits of free and open competition.

(e) if the Client, in its sole discretion and for any reason whatsoever, decides to terminate this

Contract. 2.7.2 By the Consultants The Consultants may terminate this Contract, by not less than thirty (30) days' written notice to

the Client, such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (c) of this Clause 2.7.2:

(a) if the Client fails to pay any monies due to the Consultants pursuant to this Contract and not

subject to dispute pursuant to Clause 7 hereof within forty-five (45) days after receiving written notice from the Consultants that such payment is overdue;

(b) If the Client is in material breach of its obligations pursuant to this Contract and has not remedied the same with in forty-five (45) days (or such longer period as the Consultants may have subsequently approved in writing) following the receipt by the Client of the Consultants’ notice specifying such breach;

(c) if, as the result of Force Majeure, the Consultants are unable to perform a material portion of the Services for a period of not less than sixty (60) days.

2.7.3 Cessation of Rights and Obligations Upon termination of this Contract pursuant to Clause GC 2.7 , or upon expiration of this

Contract pursuant to Clause GC 2.3, all rights and obligations of the Parties hereunder shall cease, except :

(i) such rights and obligations as may have accrued on the date of termination or expiration; (ii) the obligation of confidentiality set forth in Clause GC 3.3 hereof;

(iii) the Consultants’ obligations to permit inspection, copying and auditing of their accounts and records set forth in Clause GC3.5 (ii) hereof; and


39

(iv) any right which a Party may have under the Applicable Law. 2.7.4 Cessation of Services Upon termination of this Contract by notice of either Party to the other pursuant to Clauses GC

2.7.1 or GC 2.7.2 hereof, the Consultants shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum. With respect to documents prepared by the Consultants and equipment and materials furnished by the Client, the Consultants shall proceed as provided, respectively, by Clauses GC 3.8 and GC 3.9.

2.7.5 Payment upon Termination

Upon termination of this Contract pursuant to Clauses GC 2.7.1 or GC 2.7.2 hereof, the Client

shall make the following payments to the Consultants (after offsetting against these payments any amount that may be due from the Consultant to the Client)):

(a) remuneration pursuant to Clause GC 6 hereof for Services satisfactorily performed prior

to the effective date of termination; (b) reimbursable expenditures pursuant to Clause GC 6 hereof for expenditures actually

incurred prior to the effective date of termination; and (c) except in the case of termination pursuant to paragraphs (a) through (b) of Clause GC

2.7.1 hereof, reimbursement of any reasonable cost incident to the prompt and orderly termination of the Contract.

2.7.6 Disputes about Events of Termination If either Party disputes whether an event specified in paragraphs (a) through (e) of Clause GC

2.7.1 or in Clause GC 2.7.2 hereof has occurred, such Party may, within forty-five (45) days after receipt of notice of termination from the other Party, refer the matter to arbitration pursuant to Clause GC 7 hereof, and this Contract shall not be terminated on account of such event except in accordance with the terms of any resulting arbitral award.

3. Obligations of the Consultants 3.1 General The Consultants shall perform the Services and carry out their obligations hereunder with all due

diligence, efficiency and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced technology and safe and effective equipment, machinery, materials and methods. The Consultants shall always act, in respect of any matter relating to this Contract or to the Services, as faithful advisers to the Client, and shall at all times support and safeguard the Client's legitimate interests in any dealings with Sub-consultants or Third Parties.

3.2 Conflict of Interests 3.2.1 Consultants Not to Benefit from Commissions, Discounts, etc. The remuneration of the Consultants pursuant to Clause GC 6 hereof shall constitute the

Consultants' sole remuneration in connection with this Contract or the Services and the


40

Consultants shall not accept for their own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or to the Services or in the discharge of their obligations hereunder, and the Consultants shall use their best efforts to ensure that any Sub-consultants, as well as the Personnel and agents of either of them, similarly shall not receive any such additional remuneration.

3.2.2 Procurement Rules of Funding Agencies If the Consultants, as part of the Services, have the responsibility of advising the Client on the

procurement of goods, works or services, the Consultants shall comply with any applicable procurement guidelines of the funding agencies and shall at all times exercise such responsibility in the best interest of the Client. Any discounts or commissions obtained by the Consultants in the exercise of such procurement responsibility shall be for the account of the Client.

3.2.3 Consultants and Affiliates Not to engage in Certain Activities The Consultants agree that, during the term of this Contract and after its termination, the

Consultants and any entity affiliated with the Consultants, as well as any Sub-consultant and any entity affiliated with such Sub-consultant, shall be disqualified from providing goods, works or services (other than the Services and any continuation thereof) for any project resulting from or closely related to the Services.

3.2.4 Prohibition of Conflicting Activities The Consultants shall not engage, and shall cause their Personnel as well as their Sub-

consultants and their Personnel not to engage, either directly or indirectly, in any of the following activities:

(a) during the term of this Contract, any business or professional activities in GOK which

would conflict with the activities assigned to them under this Contract; and (b) after the termination of this Contract, such other activities as may be specified in the

SC. 3.3 Confidentiality The Consultants, their Sub-consultants and the Personnel of either of them shall not, either during the

term or within two (2) years after the expiration of this Contract, disclose any proprietary or confidential information relating to the Project, the Services, this Contract or the Client's business or operations without the prior written consent of the Client.

3.4 Insurance to be Taken Out by the Consultants The Consultants (i) shall take out and maintain, and shall cause any Sub-consultants to take out and

maintain, at their (or the Sub-consultants', as the case may be) own cost but on terms and conditions approved by the Client, insurance against the risks, and for the coverages, as shall be specified in the SC, and (ii) at the Client's request, shall provide evidence to the Client showing that such insurance has been taken out and maintained and that the current premiums therefor have been paid.

3.5 Accounting, Inspection and Auditing The Consultants (i) shall keep accurate and systematic accounts and records in respect of the Services,

hereunder, in accordance with internationally accepted accounting principles and in such form and detail


41

as will clearly identify all relevant time charges and cost, and the bases thereof (including such bases as may be specifically referred to in the SC); (ii) shall permit the Client or its designated representative periodically, and up to one year from the expiration or termination of this Contract, to inspect the same and make copies thereof as well as to have them audited by auditors appointed by the Client.

3.6 Consultants' Actions Requiring Client's Prior Approval The Consultants shall obtain the Client's prior approval in writing before taking any of the following

actions: (a) entering into a subcontract for the performance of any part of the Services, it being understood

(i) that the selection of the Sub-consultant and the terms and conditions of the subcontract shall have been approved in writing by the Client prior to the execution of the subcontract, and (ii) that the Consultants shall remain fully liable for the performance of the Services by the Sub-consultant and its Personnel pursuant to this Contract; and

(b) appointing such members of the Personnel as are listed in Appendix C ("Consultants' Sub-

consultants’ Key Personnel") merely by title but not by name; (c) any other action that may be specified in the SC. 3.7 Reporting Obligations The Consultants shall submit to the Client the reports and documents specified in Appendix B hereto, in

the form, in the numbers and within the time periods set forth in the said Appendix. 3.8 Documents Prepared by the Consultants to be the Property of the Client All plans, drawings, specifications, designs, reports, other documents and software prepared by the

Consultants for the Client under this Contract shall become and remain the property of the Client, and the Consultants shall, not later than upon termination or expiration of this Contract, deliver all such documents to the Client, together with a detailed inventory thereof. The Consultants may retain a copy of such documents and software. Restrictions about the future use of these documents and software, if any, shall be specified in the SC.

3.9 Equipment and Materials Furnished by the Client Equipment and materials made available to the Consultants by the Client, or purchased by the

Consultants with funds provided by the Client, shall be the property of the Client and shall be marked accordingly. Upon termination or expiration of this Contract, the Consultants shall make available to the Client an inventory of such equipment and materials and shall dispose of such equipment and materials in accordance with the Client's instructions. While in possession of such equipment and materials, the Consultants, unless otherwise instructed by the Client in writing, shall insure them at the expense of the Client in an amount equal to their full replacement value.

4. Consultants' Personnel and Sub-consultants 4.1 General The Consultants shall employ and provide such qualified and experienced Personnel and Sub-consultants

as are required to carry out the Services.

4.2 Description of Personnel


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(a) The titles, agreed job descriptions, minimum qualification and estimated periods of engagement in the carrying out of the Services of each of the Consultants' Key Personnel are described in Appendix C. If any of the Key Personnel has already been approved by the clients his/her name is listed as well.

(b) If required to comply with the provisions of Clause GCC 3.1.1 hereof, adjustments with respect to

the estimated periods of engagement of Key Personnel set forth in Appendix C may be made by the Consultants by written notice to the Client, provided (i) that such adjustments shall not alter the originally estimated period of engagement of any individual by more than 10% or one week, whichever is larger, and (ii) that the aggregate of such adjustments shall not cause payments under this Contract to exceed the ceilings set forth in Clause GC 6.1(b) of this Contract. Any other such adjustments shall only be made with the Client's written approval.

(c) If additional work is required beyond the scope of the Services specified in Appendix A, the

estimated periods of engagement of Key Personnel set forth in Appendix C may be increased by agreement in writing between the Client and the Consultants, provided that any such increase shall not, except as otherwise agreed, cause payments under this Contract to exceed the ceilings set forth in Clause GC 6.1(b) of this Contract.

4.3 Approval of Personnel The Key Personnel and Sub-consultants listed by title as well as by name in Appendix C are hereby

approved by the Client. In respect of other Key Personnel which the Consultants propose to use in the carrying out of the Services, the Consultants shall submit to the client for review and approval a copy of their biographical data. If the Client does not object in writing (stating the reasons for the objection) within twenty-one (21) calendar days from the date of receipt of such biographical data, such Key Personnel shall be deemed to have been approved by the Client.

4.4 Working Hours, Overtime, Leave, etc. (a) Working hours and holidays for Key Personnel are set forth in Appendix C. (b) The Key Personnel shall not be entitled to be paid for overtime nor to take paid sick leave or

vacation leave except as specified in Appendix C hereto, and except as specified in such Appendix, the Consultants’ remuneration shall be deemed to cover these items. All leave to be allowed to the Personnel is included in the staff-months of service set forth in Appendix C. Any taking of leave by Personnel shall be subject to the prior approval by the Consultants who shall ensure that absence for leave purposes will not delay the progress and adequate supervision of the Services.

4.5 Removal and/or Replacement of Personnel (a Except as the Client may otherwise agree, no changes shall be made in the Key Personnel. If, for

any reason beyond the reasonable control of the Consultants, it becomes necessary to replace any of the Personnel, the Consultants shall forthwith provide as a replacement a person of equivalent or better qualifications.

(b) If the Client (i) finds that any of the Personnel has committed serious misconduct or has been

charged with having committed a criminal action, or (ii) has reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Consultants shall, at the Client's written request specifying the grounds therefor, forthwith provide as a replacement a person with qualifications and experience acceptable to the Client.

(c) Any of the Personnel provided as a replacement under Clauses (a) and (b) above, the rate of

remuneration applicable to such person as well as any reimbursable expenditures the Consultants


43

may wish to claim as a result of such replacement, shall be subject to the prior written approval by the Client. Except as the Client may otherwise agree, (i) the Consultants shall bear all additional travel and other costs arising out of or incidental to any removal and/or replacement, and (ii) the remuneration to be paid for any of the Personnel provided as a replacement shall not exceed the remuneration which would have been payable to the Personnel replaced.

4.6 Resident Project Manager

If required by the SC, the Consultants shall ensure that at all times during the Consultants' performance of the Services a resident project manager, acceptable to the Client, shall take charge of the performance of such Services.

5. Obligations of the Client 5.1 Assistance and Exemptions Unless otherwise specified in the SC, the Client shall use its best efforts to ensure that the Government

shall: (a) issue to officials, agents and representatives of the Government all such instructions as may be

necessary or appropriate for the prompt and effective implementation of the Services; (b) assist the Consultants and the Personnel and any Sub-consultants employed by the Consultants for

the Services from any requirement to register or obtain any permit to practice their profession or to establish themselves either individually or as a corporate entity according to the Applicable Law;

(c) provide to the Consultants, Sub-consultants and Personnel any such other assistance as may be

specified in the SC. 5.2 Access to Land The Client warrants that the Consultants shall have, free of charge, unimpeded access to all land in the

Government's country in respect of which access is required for the performance of the Services. The Client will be responsible for any damage to such land or any property thereon resulting from such access and will indemnify the Consultants and each of the Personnel in respect of liability for any such damage, unless such damage is caused by the default or negligence of the Consultants or any Sub-consultant or the Personnel of either of them.

5.3 Services, Facilities and Property of the Client The Client shall make available to the Consultants and the Personnel, for the purposes of the services and

free of any charge, the services, facilities and property described in Appendix D at the times and in the manner specified in said Appendix D, provided that if such services, facilities and property shall not be made available to the Consultants as and when so specified, the Parties shall agree on (i) any time extension that it may be appropriate to grant to the Consultants for the performance of the Services, (ii) the manner in which the Consultants shall procure any such services, facilities and property from other sources, and (iii) the additional payments, if any, to be made to the Consultants as a result thereof pursuant to Clause GC 6.1(c) hereinafter.


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5.4 Payment In consideration of the Services performed by the Consultants under this Contract, the Client shall make

to the Consultants such payments and in such manner as is provided by Clause GC 6 of this Contract. 6. Payments to the Consultants 6.1 Cost Estimates; Ceiling Amount (a) An estimate of the cost of the Services payable in local is set forth in Appendix E. (b) Except as may be otherwise agreed under Clause GC 2.6 and subject to Clause GC 6.1(c),

payments under this Contract shall not exceed the ceilings specified in the SC. The Consultants shall notify the Client as soon as cumulative charges incurred for the Services have reached 80% of either of these ceilings.

(c) Notwithstanding Clause GC 6.1(b) hereof, if pursuant to clauses GC 5.3, 5.4 hereof, the Parties

shall agree that additional payments, shall be made to the Consultants in order to cover any necessary additional expenditures not envisaged in the cost estimates referred to in Clause GC 6.1(a) above, the ceiling or ceilings, as the case may be, set forth in Clause GC 6.1(b) above shall be increased by the amount or amounts, as the case may be, of any such additional payments.

6.2 Remuneration and Reimbursable Expenditures

(a) Subject to the ceilings specified in Clause GC 6.1(b) hereof, the Client shall pay to the Consultants (i) remuneration as set forth in Clause GC 6.2(b), and (ii) reimbursable expenditures as set forth in Clause GC 6.2(c). If specified in the SC, said remuneration shall be subject to price adjustment as specified in the SC.

(b) Remuneration for the Personnel shall be determined on the basis of time actually spent by such

Personnel in the performance of the Services after the date determined in accordance with Clause GC 2.3 and Clause SC 2.3 (or such other date as the Parties shall agree in writing) at the rates referred to, and subject to such additional provisions as are set forth, in the SC.

(c) Reimbursable expenditures actually and reasonably incurred by the Consultants in the performance

of the Services, as specified in Clause SC 6.2(c).

6.3 Currency of Payment All payments (Remuneration and Reimbursable ) shall be made in Indian Rupees 6.4 Mode of Billing and Payment Billing and payments in respect of the Services shall be made as follows: (a) The Client shall cause to be paid to the Consultants an advance payment as specified in the SC, and

as otherwise set forth below. The advance payment will be due after provision by the Consultants to the Client of a bank guarantee by a bank acceptable to the Client in an amount specified in the SC, such bank guarantee (i) to remain effective until the advance payment has been fully set off as provided in the SC, and (ii) to be in the form set forth in Appendix F hereto or in such other form as the Client shall have approved in writing.


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(b) As soon as practicable and not later than fifteen (15 days) after the end of each calendar month during the period of the Services, the Consultants shall submit to the Client, in duplicate, itemized statements, accompanied by copies of receipted invoices, vouchers and other appropriate supporting materials (wherever the reimbursable expenditure is as per actual), of the amounts payable pursuant to Clauses GC 6.3 and 6.4 for such month. Each monthly statement shall distinguish that portion of the total eligible costs which pertains to remuneration from that portion which pertains to reimbursable expenditures.

(c) The Client shall cause the payment of the Consultants within sixty (60) days after the receipt by

the Client of bills with supporting documents (if required). Only such portion of a monthly statement that is not satisfactorily supported may be withheld from payment. Should any discrepancy be found to exist between actual payment and costs authorized to be incurred by the Consultants, the Client may add or subtract the difference from any subsequent payments. Interest at the rate specified in the SC shall become payable as from the above due date on any amount due by, but not paid on, such due date.

(d) The final payment under this Clause shall be made only after the final report and a final statement,

identified as such, shall have been submitted by the Consultants and approved as satisfactory by the Client. The Services shall be deemed completed and finally accepted by the Client and the final report and final statement shall be deemed approved by the Client as satisfactory ninety (90) calendar days after receipt of the final report and final statement by the Client unless the Client, within such ninety (90)-day period, gives written notice to the Consultants specifying in detail deficiencies in the Services, the final report or final statement. The Consultants shall thereupon promptly make any necessary corrections, and upon completion of such corrections, the foregoing process shall be repeated. Any amount which the Client has paid or caused to be paid in accordance with this Clause in excess of the amounts actually payable in accordance with the provisions of this Contract shall be reimbursed by the Consultants to the Client within thirty (30) days after receipt by the Consultants of notice thereof. Any such claim by the Client for reimbursement must be made within twelve (12) calendar months after receipt by the Client of a final report and a final statement approved by the Client in accordance with the above.

(e) All payments under this Contract shall be made to the account of the Consultants specified in the

SC. 7. Settlement of Disputes 7.1 Amicable Settlement The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with

this Contract or the interpretation thereof. 7.2 Dispute Settlement Any dispute between the Parties as to matters arising pursuant to this Contract which cannot be settled

amicably within thirty (30) days after receipt by one Party of the other Party's request for such amicable settlement may be submitted by either Party for settlement in accordance with the provisions specified in the SC.


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III. SPECIAL CONDITIONS OF CONTRACT Number of GC Clause A. Amendments of, and Supplements to, Clauses in the General Conditions of Contract [1.1 (h) The Member in Charge is …………………………………………….]

[1.4.1 The addresses are: Client: Attention : ……………………. Cable address : _______________ Telex : _______________ Facsimile : _______________ E-mail : …………………….. Consultants: Attention :---------------------- Cable address : _______________ Telex : _______________ Facsimile : _______________ E-mail : ………………………..

[Note1: Fill in the Blanks] [1.4.2 Notice will be deemed to be effective as follows: (a) in the case of personal delivery or registered mail, on delivery; (b) in the case of telexes, 24 hours following confirmed transmission; (c) in the case of telegrams, 24 hours following confirmed transmission; and (d) in the case of facsimiles, 24 hours following confirmed transmission.] [1.6 The Authorized Representatives are: For the Client: _____________ _____________ For the Consultants: _______________ _______________ [Note: Fill in the Blanks] [1.7.1 The consultants, Sub-consultants and the Personnel shall pay the taxes, duties, fees, levies and other

impositions levied under the existing, amended or enacted laws during life of this contract and the client shall perform such duties in regard to the deduction of such tax as may be lawfully imposed.]

1 All notes should be deleted in the final text


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[1.7.2 However, the Consultancy Services tax payable for providing this Consultancy Services shall be paid/reimbursed by the Client separately.]

[2.1 The effectiveness of contract shall be on the date……………………………….:] [2.2 The time period shall be …….days [Note: Fill in 30 days or any other appropriate]or such other time period

as the Parties may agree in writing.] [2.3 The time period shall be ___________________ [Note: Fill in the time period, e.g., 24 months] or such

other time period as the parties may agree in writing.] [3.4 The risks and the coverages shall be as follows: (a) Third Party motor vehicle liability insurance as required under Motor Vehicles Act, 1988 in respect

of motor vehicles operated in India by the Consultants or their Personnel or any Sub-consultants or their Personnel for the period of consultancy.

(b) Third Party liability insurance with a minimum coverage, of Rs. .............. for the period of

consultancy. (c) Professional liability insurance with a minimum coverage equal to estimated remuneration and

reimbursable. (d) Client’s liability and workers' compensation insurance in respect of the Personnel of the Consultants

and of any Sub-consultant, in accordance with the relevant provisions of the Applicable Law, as well as, with respect to such Personnel, any such life, health, accident, travel or other insurance as may be appropriate; and

(e) Insurance against loss of or damage to (i) equipment purchased in whole or in part with funds

provided under this Contract, (ii) the Consultants' property used in the performance of the Services, and (iii) any documents prepared by the Consultants in the performance of the Services.]

[Note: Fill in the blanks and delete what is not applicable.] [3.6(c) The other actions are: Note: If there are no other actions, delete this Clause SC 3.7 from the SC. If the Services consist of civil

works, the following should be added here: "(i) taking any action under a civil works contract designating the Consultants as "Engineer", for which

action, pursuant to such civil works contract, the written approval of the Client as "Employer" is required".] [3.8 The Consultants shall not use these documents for purposes unrelated to this Contract without the prior

written approval of the Client.] [4.6 Note: If there is a resident project manager, state here: "The person designated as resident project

manager in Appendix C shall serve in that capacity, as specified in Clause GC 4.6." If there is no such manager, delete this Clause SC 4.6 from the SC.]

[5.1 Note: List here any changes or additions to Clause GC 5.1. If there are no such changes or

additions, delete this Clause SC 5.1 from the SC.] [6.1(b) The ceiling amount of contract is: _Rs.__________________]


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[6.2(a) Note: In order to adjust the remuneration for inflation, a price escalation provision should be included here if the contract has a duration of more than 18 months or if the inflation is expected to exceed 5% per annum. The escalation should be made every 12 months after the date of the contract for remuneration. A sample provision is provided below for guidance:

“Payments for remuneration made in accordance with Clause GC 6.2(a) shall be adjusted as

follows: Remuneration paid pursuant to the rates set forth in Appendix E shall be adjusted every twelve (12)

months (and, for the first time, with effect for the remuneration earned in the .13th calendar month after the date of the Contract) by applying a factor of 6%1 per annum

[6.2(b) (1) It is understood (i) that the remuneration rates shall cover such salaries and allowances as the

Consultants shall have agreed to pay to the Personnel as well as factors for social charges, overhead, and Consultants’ fee, (ii) that bonuses or other means of profit-sharing shall not be allowed as an element of overhead, and (iii) that any rates specified for persons not yet appointed shall be provisional and shall be subject to revision, with the written approval of the Client, once the applicable salaries and allowances are known.

(2) Remuneration for periods of less than one month shall be calculated on a calendar-day basis for

time spent and attributable to the assignment (one day being equivalent to 1/30th of a month). (3) The rates for Personnel are set forth in Appendix E].

[6.2(c) The reimbursable expenditures shall be the following:

(1) an allowance (to cover boarding and/or lodging) for each of the personnel who have to work

outside their normal duty station, at the rates specified in Appendix E; (2) the cost of local transportation, office accommodations, camp facilities, camp services,

subcontracted services, soil testing, equipment rentals, supplies, utilities and communication charges, all if and to the extent required for the purpose of the Services, at rates specified in Appendix E;

(3) the cost of equipment, materials and supplies to be procured as specified in Appendix E; (4) the cost of any subcontract required for the Services and approved in writing by the Client; (5) any such additional payments for properly procured items as the Parties may have agreed

upon pursuant to the provisions of Clause GC 6.1(c); and (6) the cost of such further items as may be required by the Consultants for the purpose of the

Services, as agreed in writing by the Client. [Note : Items that are not applicable should be deleted; others may be added.]

1 Modify appropriately keeping in view the inflation rate and the general salary increases for the year.


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[6.4(a) The following provisions shall apply to the advance payment and the advance payment guarantee: (1) An advance payment of Rs.______________ shall be made within 15 days after receipt of

advance payment guarantee. The advance payment will be set off by the Client in equal installments against the statements for the first ______________ months of the Service until the advance payment has been fully set off.

(2) The bank guarantee shall be for an amount of Rs………. [6.4(c) The interest rate is Rs.5% 1per annum] [6.4(e) The account is:--------------------------] [Note: Fill in the blanks] 7.2 Disputes shall be settled by arbitration in accordance with the following provisions : 7.2.1 Selection of Arbitrators Each dispute submitted by a Party to arbitration shall be heard by a sole arbitrator or an arbitration

panel composed of three arbitrators, in accordance with the following provisions: (a) Where the Parties agree that the dispute concerns a technical matter, they may agree to

appoint a sole arbitrator or, failing agreement on the identity of such sole arbitrator within thirty (30) days after receipt by the other Party of the proposal of a name for such an appointment by the Party who initiated the proceedings, either Party may apply to the President, Institution of Engineers India*, New Delhi, for a list of not fewer than five nominees and, on receipt of such list, the Parties shall alternately strike names therefrom, and the last remaining nominee on the list shall be the sole arbitrator for the matter in dispute. If the last remaining nominee has not been determined in this manner within sixty (60) days of the date of the list, the President, Institution of Engineers India*, New Delhi, shall appoint, upon the request of either Party and from such list or otherwise, a sole arbitrator for the matter in dispute.

(b) Where the Parties do not agree that the dispute concerns a technical matter, the Client and the

Consultants shall each appoint one arbitrator, and these two arbitrators shall jointly appoint a third arbitrator, who shall chair the arbitration panel. If the arbitrators named by the Parties do not succeed in appointing a third arbitrator within thirty (30) days after the latter of the two arbitrators named by the Parties has been appointed, the third arbitrator shall, at the request of either Party, be appointed by Secretary, the Indian Council of Arbitration, New Delhi.

(c) If, in a dispute subject to Clause SC 7.2.1 (b), one Party fails to appoint its arbitrator within

thirty (30) days after the other Party has appointed its arbitrator, the Party which has named an arbitrator may apply to the Secretary, Indian Council of Arbitration, New Delhi, to appoint a sole arbitrator for the matter in dispute, and the arbitrator appointed pursuant to such application shall be the sole arbitrator for that dispute.

7.2.2 Rules of Procedure

1 Modify appropriately. _______________________________ * Insert President Indian Roads Congress (for roads and bridge works) or any other appropriate Institution (for other type of consultancies)


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Arbitration proceedings shall be conducted in accordance with procedure of the Arbitration & Conciliation Act 1996, of India

7.2.3 Substitute Arbitrators If for any reason an arbitrator is unable to perform his function, a substitute shall be appointed in the

same manner as the original arbitrator. 7.2.4 Qualifications of Arbitrators

The sole arbitrator or the third arbitrator appointed pursuant to paragraphs (a) through (c) of Clause 7.2.1 hereof shall be a nationally recognized legal or technical expert with extensive experience in relation to the matter in dispute.

7.2.5 Miscellaneous In any arbitration proceeding hereunder: (a) proceedings shall, unless otherwise agreed by the Parties, be held in Bangalore. (b) the English language shall be the official language for all purposes (c) the decision of the sole arbitrator or of a majority of the arbitrators (or of the third arbitrator if

there is no such majority) shall be final and binding and shall be enforceable in any court of competent jurisdiction, and the Parties hereby waive any objections to or claims of immunity in respect of such enforcement.


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IV. APPENDICES

Appendix A: Description of the Services [Give detailed descriptions of the Services to be provided; dates for completion of various tasks, place of performance for different tasks; specific tasks to be approved by Client, etc.]

Appendix B: Reporting Requirements [List format, frequency, contents of reports and number of copies; persons to receive them; dates of submission, etc. If no reports are to be submitted, state here "Not applicable".] Appendix C: Key Personnel and Sub-consultants [List under: C-1 Titles [and names, if already available], detailed job descriptions and minimum

qualifications. experience of Key Personnel to be assigned to work , and staff-months for each.

C-2 List of approved Sub-consultants [if already available]; same information with respect to their Personnel as in C-1 through C-2)]

Appendix D: Services and facilities to be provided by the Client [List here under: F-1 Services, facilities and property to be made available to the Consultants by the Client.]

Appendix E: Cost Estimates in Indian Rupees List hereunder cost estimate : 1. Monthly rates for local Personnel (Key Personnel and other Personnel) 2. Reimbursable expenditures :



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Appendix F: Form of Bank Guarantee for Advance Payments (Reference SC Clause 6.4 (a) of Contract) (To be stamped in accordance with Applicable Stamp Act, if any) Ref: _______________ Bank Guarantee: ________________Date: _______________ Dear Sir, In consideration of M/s. ____________________ (hereinafter referred as the “Client”, which expression shall, unless repugnant to the context or meaning thereof include it successors, administrators and assigns) having awarded to M/s. ____________________ (hereinafter referred to as the “Consultant” which expression shall unless repugnant to the context or meaning thereof, include its successors, administrators, executors and assigns), a contract by issue of client’s Contract Agreement No. ________________ dated __________ and the same having been unequivocally accepted by the Consultant, resulting in a Contract valued at ___________________ for __________________ Contract (hereinafter called the “Contract”) (scope of work) and the Client having agreed to make an advance payment to the Consultant for performance of the above Contract amounting to ____________________ (in words and figures) as an advance against Bank Guarantee to be furnished by the Consultant. We _____________ (Name of the Bank) having its Head Office at _______________ (hereinafter referred to as the Bank), which expression shall, unless repugnant to the context or meaning thereof, include its successors, administrators executors and assigns) do hereby guarantee and undertake to pay the client immediately on demand any or, all monies payable by the Consultant to the extent of _______________ as aforesaid at any time upto _________ @ __________ without any demur, reservation, contest, recourse or protest and/or without any reference to the consultant. Any such demand made by the client on the Bank shall be conclusive and binding notwithstanding any difference between the Client and the Consultant or any dispute pending before any Court, Tribunal, Arbitrator or any other authority. we agree that the Guarantee herein contained shall be irrevocable and shall continue to be enforceable till the Client discharges this guarantee. The Client shall have the fullest liberty without affecting in any way the liability of the Bank under this Guarantee, from time to time to vary the advance or to extend the time for performance of the contract by the Consultant. The Client shall have the fullest liberty without affecting this guarantee, to postpone from time to time the exercise of any powers vested in them or of any right which they might have against the Client and to exercise the same at any time in any manner, and either to enforce or to forebear to enforce any covenants, contained or implied, in the Contract between the Client and the Consultant any other course or remedy or security available to the Client. The bank shall not be relieved of its obligations under these presents by any exercise by the Client of its liberty with reference to the matters aforesaid or any of them or by reason of any other act or forbearance or other acts of omission or commission on the part of the Client or any other indulgence shown by the Client or by any other matter or thing whatsoever which under law would but for this provision have the effect of relieving the Bank. The Bank also agrees that the Client at its option shall be entitled to enforce this Guarantee against the Bank as a principal debtor, in the first instance without proceeding against the Consultant and notwithstanding any security or other guarantee that the Client may have in relation to the Consultant’s liabilities. Notwithstanding anything contained herein above our liability under this guarantee is limited to _______ and it shall remain in force upto and including ______________ ________ and shall be extended from time to time for such period (not exceeding one year), as may be desired by M/s. ________________ on whose behalf this guarantee has been given. Dated this _______________ day of _____________ 19______ at ____________________ WITNESS _________________________ __________________________ (signature) (signature) _________________________ __________________________ (Name) (Name) ________________________ __________________________ (Official Address) Designation (with Bank stamp) Attorney as per Power of Attorney No._______________Dated ___________________ Note : The bank guarantee shall be issued either by a bank (Nationalized/Scheduled) located in India

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